Maleficent and her goddaughter Aurora begin to question the complex family ties that bind them as they are pulled in different directions by impending nuptials, unexpected allies, and dark new forces at play.
In the years since Maleficent saved Princess Aurora, she is still viewed as a monster by the kingdom of Ulstead. When Aurora accepts Prince Phillip’s proposal, Maleficent is not pleased but goes along to meet his parents, King John and Queen Ingrith. Ingrith turns everyone against Maleficent by taunting and enraging her, leading them to think that she cursed John when it was really Ingrith. Maleficent tries to escape but is hit with an iron bullet by Ingrith’s henchwoman Gerda. She is saved by Conall, another fairy that looks just like Maleficent.
Maleficent meets a whole secret society of fairies like her, and their other leader Borra wants to fight against the humans with Maleficent’s powers. It is then revealed that Ingrith is using a particular flower from the Moors to create a powder that is instantly fatal to Moorfolk. She plans to unleash it by inviting them all to the wedding. Aurora and Phillip find out about Ingrith’s treachery, but it is too late, and she and Gerda begin to release the powder in the chapel with the creatures trapped inside. One of the three good fairies, Flittle, sacrifices herself to stop the powder from spreading, while Knotgrass and Thistlewit cause Gerda to fall to her death.
The other dark fairies attempt to stop Ingrith, but the powder is too deadly for them. Maleficent is stopped by Aurora from killing Ingrith, but it causes Ingrith to apparently kill Maleficent with the powder. Aurora’s tears cause Maleficent to regenerate into a powerful phoenix form. Ingrith tries to kill Aurora and escape, but she is caught by the fairies while Maleficent saves Aurora. She gives Aurora and Phillip her blessing after seeing that Phillip has a good heart, and she turns Ingrith into a goat.
Aurora and Phillip are married, and the Moorfolk now co-exist with the humans. Maleficent parts ways with Aurora to join the fairies but promises to return for her baby’s christening.
Five years after her father King Stefan’s death, Queen Aurora now reigns over the Moors, maintaining order among humans and the fairies and woodland creatures.[N 1] Meanwhile, Aurora’s godmother Maleficent remains the strongest fairy and protector of the realm.
One day, Maleficent’s informant and servant Diaval overhears Aurora accepting Prince Philip’s marriage proposal. He relays the news to Maleficent who warns Aurora against the union, believing it will end badly. During Aurora’s presentation to Phillip’s parents, King John and Queen Ingrith, she and Maleficent are invited to dine with the queen. Maleficent reluctantly agrees, but the situation quickly grows tense when Queen Ingrith recounts how Maleficent cursed the newly-born Aurora and also implies that Maleficent is responsible for several humans’ disappearances in the Moors.
When the queen disdainfully proclaims that Aurora will now have a real family and mother, an enraged Maleficent displays her powers where she seemingly curses the king, putting him in a perpetual slumber. As guards arrive, Maleficent escapes the castle but is wounded and falls into the ocean. A winged creature named Connall rescues Maleficent and takes her to safety.
Maleficent awakens to find other Dark Feys like her, though they lack the same powers she has. Connall, revealing himself as a fairy leader, introduces Maleficent to other fairies living in exile due to the conflict with humans. Maleficent reluctantly agrees to lead them and other Moor denizens against the humans to rescue Aurora. Another leader, Borra, is mostly driven by his hatred of humans. Borra wants to utilize Maleficent’s considerable powers, which are descended from a fairy phoenix, to win the war.
Maleficent flies to the Moors and is shocked to discover that the Queen’s soldiers have harvested all the fairy flowers growing on fairy tombs. The flower’s extract can be mixed to iron powder to produce a blood-red dust that transforms fairies into plants. Queen Ingrith intends to obliterate all fairies with it.
In the ensuing fight, Connall is fatally wounded protecting Maleficent. As he dies, Maleficent channels the phoenix’s powers within her. Aurora, meanwhile, discovers that Queen Ingrith had cursed King John with the same spinning wheel spindle that Maleficent used to curse her. Ingrith reveals she orchestrated the war in an attempt to eradicate all fairies and avenge her brother’s death, who died years prior after venturing to the Moors.
The following morning, Maleficent and Borra lead the Moors forces and the Dark Feys against the human kingdom. Amidst the chaos, Maleficent attacks Queen Ingrith, though Aurora stops her, acknowledging her good nature (“I know you”) and reaffirms that Maleficent is her mother. Maleficent sacrifices herself, protecting Aurora from Queen Ingrith’s arrow, and dissolves into ashes.
Aurora’s tears fall onto the ashes, resurrecting Maleficent into a giant phoenix. A terrified Queen Ingrith throws Aurora from the tower to distract her enemy and attempts to escape. Maleficent swoops in, saving Aurora as they crash onto the battlefield where Borra and Prince Phillip are fighting against each other. The prince states that he chooses peace with the fairies and refuses to kill Borra before he orders the army to cease fighting, effectively restoring peace between the two factions.
Reverting to her fairy form, Maleficent expresses gratitude to Aurora and Phillip for their actions and gives her blessing to them marrying. Maleficent turns the captured Queen Ingrith into a goat as punishment for her crimes. After Aurora and Phillip are wed, Maleficent refers to a “christening,” and flies away with younger Dark Feys, indicating a new family has started.
The film opens in the Moors. Three men approach a tree where little mushroom fairies are hiding. The man grabs for them, and he manages to get a few. They are stopped and attacked by a creature with large horns. Two of the men are killed by this creature while one escapes with one of the little mushroom fairies. He returns it to the kingdom of Ulstead for an unknown purpose.
The narrator states that it has been five years since Maleficent (Angelina Jolie) became guardian to Princess Aurora (Elle Fanning) after rescuing her from her father, King Stefan, but the story about Maleficent has been twisted to continue painting her as a villain. In the present day, Aurora is queen of the Moors, presiding over all magical creatures. The fairies Knotgrass (Imelda Staunton), Thistlewit (Juno Temple), and Flittle (Lesley Manville) come by to tell Aurora something, along with a little porcupine fairy called Pinto. She steals Aurora’s crown and leads her to chase after her, only for Aurora to fall in the river. As she walks out, she is met by Prince Phillip (Harris Dickinson). Aurora realizes what is going on, and Phillip proposes to her. She accepts, to the delight of all the fairies. However, Diaval (Sam Riley) overhears this and flies over to tell Maleficent. Before he can finish his sentence, a very unhappy Maleficent swoops down to go find Aurora.
In Ulstead, Phillip rides with General Percival (David Gyasi) back to the kingdom. Like most of the other people in Ulstead, Percival views Maleficent and the Moorfolk as murderous monsters. Phillip goes to his parents, King John (Robert Lindsay) and Queen Ingrith (Michelle Pfeiffer) to deliver the news that Aurora has accepted his proposal. They both congratulate him, and they plan on havign both Aurora and Maleficent present for a dinner. We then see Ingrith travel to a lower level in the castle where she has several workers forging weapons. She meets a servant of hers, Lickspittle (Warwick Davis), who is in the process of creating something dangerous by using a particular flower. It is also shown that Ingrith is using the cursed spindle as part of her plan.
Maleficent flies down to meet with Aurora. She openly voices her approval over the engagement, but Aurora just wants Maleficent and Phillip’s family to get along. Maleficent knows that she is not wanted in Ulstead, but for Aurora’s sake, she promises to show up and behave. Diaval helps her practice being polite, while Aurora gives her a veil to cover her horns so as to make the people in the kingdom more comfortable.
Maleficent travels with Aurora and Diaval into Ulstead to meet John and Ingrith. Things first seem wrong when Ingrith deliberately places iron silverware out, knowing full well how iron hurts fairies. Ingrith starts to pile on by bringing up Maleficent’s curse and the disappearance of the men in the moors, suggesting she may have had something to do with it. The final straw comes when Ingrith says that Aurora will now have a real mother once she marries Phillip. Maleficent rages out and spreads her wings to intimidate everyone. When she demands to Aurora that they leave, John suddenly appears to fall ill before fainting. Ingrith makes everyone believe that Maleficent has cursed John, but she denies it to Aurora. When Aurora won’t join her, Maleficent flies away. Ingrith has her henchwoman Gerda (Jenn Murray) fire iron at Maleficent, causing her to fall into the ocean. Moments later, a creature resembling her swoops down and rescues her.
John is laid in his bedroom. Aurora and Phillip suggest that Ingrith use “true love’s kiss” on him to wake him up. Since she obviously doesn’t love him and is, in fact, the one who cursed him, it doesn’t work. Gerda then reports to Ingrith about the other creature that grabbed Maleficent.
Maleficent wakes up to find her wound tended to. She wanders and comes across a gathering of other Dark Fairies (or “Feys”), including Conall (Chiwetel Ejiofor), the one who saved her. Co-leader Borra (Ed Skrein) views the humans as the enemy, blaming them for the disappearance of the fairies. They see Maleficent, and Borra goes over to mock her association with a human. This makes her mad enough to demonstrate her power against Borra, which he actually finds great as he thinks they can use her power against the humans. Conall then takes Maleficent across the land, which is a hidden society of other fairies that possess unique powers. Conall also shows Maleficent that she is descended from a fairy phoenix, but her ancestor used her power for dark purposes and was crystallized. He warns Maleficent about using that kind of power.
Pinto sneaks into the castle and finds the mushroom fairy, but she gets captured by Lickspittle and placed along the other stolen fairies. Meanwhile, Aurora is staying in the castle, with Ingrith pretending to be loving toward her, but it becomes clear she is controlling, as she prefers Aurora wear her old wedding dress instead of the one that the three fairies made for her.
Lickspittle is then shown to have completed Ingrith’s weapon. He shows her how it works – the pieces of the flower are mixed with iron powder to turn it red and make it instantly lethal to fairies. Lickspittle grabs a poor dandelion fairy and causes it to burst into dust with the slightest touch of the powder. Ingrith gets ready to use it and has Gerda invite (or rather, demand) the Moorfolk to attend Aurora and Phillip’s wedding.
In the midst of a celebration, Maleficent senses something is not right. She flies to the Moors and finds that Ingrith’s soldiers have taken the flowers. They have also ambushed her and fire iron bullets at her, but Conall dives in to save her, wounding himself. The other fairies fight off the soldiers and return to lay Conall to rest. Borra proclaims to the other fairies that Ingrith has initiated a war against them, and they will fight together as an army. Maleficent stays by Conall’s side as he dies, in which he transfers his essence to her while he becomes part of the earth.
The Moorfolk begin to arrive in the kingdom for the ceremony. Aurora then senses something from the spot on her finger where she had been pricked. She comes across Ingrith’s secret lair and finds the spindle, which allows her to see that Ingrith stabbed John with a cursed end. She also discovers that Lickspittle is a pixie who was forced to work for Ingrith after she took his wings. Ingrith finds Aurora and has her guards imprison her.
Ingrith has all the Moorfolk locked inside the chapel as Gerda begins to release the red powder inside, which kills some of the tree folk. Outside, Maleficent and Borra lead the other fairies to fight back, but they are hit with numerous powder bombs, instantly killing some of them and forcing them to fall back. Aurora tells Phillip what his mother has done, and when he learns the truth from Ingrith, who shows no remorse, Phillip defies her and jumps off the tower, escaping on a balloon. Borra swoops down and almost kills Percival when he attempts to strike another fairy, but Phillip intervenes. He tells Borra he doesn’t want his mother’s war, and he refuses to have fairy blood on his hands. Maleficent witnesses this and realizes Phillip can be trusted. She still goes after his mother and faces her on the tower. Meanwhile, after one more tree creature sacrifices himself to save the three fairies, Flittle flies into the organ to sacrifice herself, causing her essence to fill the organ with flowers that stop the powder from spreading. Knotgrass and Thistlewit then fly in Gerda’s face, causing her to fall off the balcony to her death.
Aurora runs up to stop Maleficent from killing Ingrith, saying she knows that she is not as evil as they say she is. Ingrith then fires an arrow at Aurora, but Maleficent takes the hit and disintegrates. As Aurora weeps, Ingrith tells her that she is the one who spread the stories about Maleficent being evil, as she wanted to take control of the Moors by wiping out the creatures there. Aurora’s tears then cause Maleficent to regenerate into her powerful phoenix form. She causes the nearby tower to collapse, and Ingrith makes one last cowardly move by throwing Aurora off the tower. Maleficent goes to save her, and they tumble across the ground. As Ingrith tries to escape, she is found by Borra and the other fairies. Outside, Maleficent asks Phillip if he truly loves Aurora, and he says he truly does. Maleficent gives her blessing, and Lickspittle comes to give her the cursed knife that Ingrith used. Maleficent breaks the curse, causing the spindle to disappear and for John to wake up. Ingrith is then dropped out of the castle through vines before Maleficent turns her into a goat for her punishment. Phillip is happy to see his father again, and they both decide they’ll wait to let Ingrith turn human again.
Aurora and Phillip are officially married, with Maleficent walking her down the aisle, and the humans and fairies are integrated into both kingdoms. Knotgrass and Thistlewit argue over what color Aurora’s dress should be until a nearby flower turns it blue, implying that Flittle might still be alive. Maleficent goes to rejoin the other fairies as she bids the new couple farewell, but cheekily promises to be back for their baby’s christening.
The film ends with Maleficent flying away across the sky with the fairies.